EXHIBIT 99.5
AMENDMENT TO LETTER OF INTENT
[Letterhead of Linamar Corporation]
000 Xxxxxxxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
CONFIDENTIAL
April __, 2003
McLaren Performance Technologies, Inc.
00000 Xxxx Xxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Amendment to
Letter of Intent to Acquire all Issued and Outstanding Shares of McLaren
Performance Technologies, Inc.
Gentlemen:
Reference is made to the Letter of Intent dated March 26, 2003 (the "Original
Letter of Intent"), by and between McLaren Performance Technologies, Inc., a
Delaware corporation ("McLaren"), and Linamar Corporation, an Ontario
corporation ("Linamar"). McLaren and Linamar hereby agree to amend the terms of
the Original Letter of Intent as set forth herein. Capitalized terms that are
used but not defined herein shall have the meanings assigned to such terms in
the Original Letter of Intent.
The first paragraph of Section 2 is hereby deleted and replaced in its entirety
with the following:
2. Merger Consideration. In the Merger, each share of McLaren common stock, par
value $.00001 per share (the "McLaren Common Stock"), outstanding as of the
closing of the Merger, will be converted into the right to receive US$1.03 in
cash (the "Fixed Amount").
Paragraph F. of Section 6 is hereby deleted and replaced in its entirety with
the following:
F. The filing of a proxy statement on Schedule 14A and the approval thereof by
the US Securities and Exchange Commission.
Except as specifically amended by this letter, all terms of the Original Letter
of Intent shall remain in full force and effect and shall apply, as appropriate,
to this letter. All references in any other documents to the Original Letter of
Intent shall be deemed to refer to the Original Letter of Intent as amended
hereby.
If the foregoing represents your understanding of the amended terms as we have
agreed, please sign on the below-designated line and return a copy to the
undersigned.
LINAMAR CORPORATION
By: /s/ Xxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Chief Excutive Officer
Accepted and Agreed as of the date first set forth above.
McLAREN PERFORMANCE TECHNOLOGIES, INC.
By: /s/ Xxxxx XxXxx
---------------------------------
Name: Xxxxx XxXxx
Title: Chief Excutive Officer
